UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from   to                                                                                       .

Commission file number 000-20900

COMPUWARE CORPORATION

(Exact name of registrant as specified in its charter)

Michigan	38-2007430
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

One Campus Martius, Detroit, MI 48226-5099

(Address of principal executive offices including zip code)

Registrant's telephone number, including area code:  (313) 227-7300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes T No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes T No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):          Large accelerated filer  o Accelerated filer o Non-accelerated filer o  (Do not check if a smaller reporting company)  Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o   No T

Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the latest practicable date:

As of November 1, 2010, there were outstanding 219,028,754 shares of Common Stock, par value $.01, of the registrant.

PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2010 and March 31, 2010	3
	Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2010 and 2009	4
	Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2010 and 2009	5
	Notes to Condensed Consolidated Financial Statements	6
	Report of Independent Registered Public Accounting Firm	22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6.	Exhibits	43
SIGNATURES		44

2

 

COMPUWARE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In Thousands)

(Unaudited)

 

	September 30,		March 31,
ASSETS	2010		2010
CURRENT ASSETS:
Cash and cash equivalents	$	77,268	$	149,897
Accounts receivable, net		433,373		456,504
Deferred tax asset, net		51,535		46,286
Income taxes refundable		4,252		6,160
Prepaid expenses and other current assets		28,979		46,434
Total current assets		595,407		705,281
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION		335,614		341,696
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET		87,704		84,755
ACCOUNTS RECEIVABLE		201,759		222,344
DEFERRED TAX ASSET, NET		35,350		38,969
GOODWILL		606,326		591,870
OTHER ASSETS		30,648		28,410
TOTAL ASSETS	$	1,892,808	$	2,013,325
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	15,789	$	15,713
Accrued expenses		85,362		110,732
Income taxes payable		20,768		16,314
Deferred revenue		429,328		469,834
Total current liabilities		551,247		612,593
DEFERRED REVENUE		344,334		398,515
ACCRUED EXPENSES		33,897		33,193
DEFERRED TAX LIABILITY, NET		54,029		55,211
Total liabilities		983,507		1,099,512
SHAREHOLDERS' EQUITY:
Common stock		2,183		2,250
Additional paid-in capital		599,468		606,484
Retained earnings		305,585		305,441
Accumulated other comprehensive income (loss)		2,065		(362	)
Total shareholders' equity		909,301		913,813
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,892,808	$	2,013,325

See notes to condensed consolidated financial statements.

3

 

COMPUWARE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In Thousands, Except Per Share Data)

(Unaudited)

 

	Three Months Ended					Six Months Ended
		September 30,				September 30,
		2010		2009		2010		2009
REVENUES:
Software license fees		$	45,613	$	50,110	$	78,943	$	90,656
Maintenance and subscription fees			122,007		109,734		238,766		220,861
Professional services fees			58,249		58,085		114,645		120,800
Total revenues			225,869		217,929		432,354		432,317
OPERATING EXPENSES:
Cost of software license fees			3,267		3,874		6,683		7,823
Cost of maintenance and subscription fees			13,265		8,368		26,552		17,324
Cost of professional services			51,296		51,770		102,009		110,671
Technology development and support			21,893		21,633		43,434		43,115
Sales and marketing			56,507		50,756		114,211		103,904
Administrative and general			38,780		38,767		76,217		78,897
Restructuring costs					1,328				3,818
Gain on divestiture of product lines									(52,351	)
Total operating expenses			185,008		176,496		369,106		313,201
INCOME FROM OPERATIONS			40,861		41,433		63,248		119,116
OTHER INCOME, NET			862		1,333		1,727		2,753
INCOME BEFORE INCOME TAXES			41,723		42,766		64,975		121,869
INCOME TAX PROVISION			15,731		14,780		26,338		42,836
NET INCOME		$	25,992	$	27,986	$	38,637	$	79,033
Basic earnings per share		$	0.12	$	0.12	$	0.17	$	0.33
Diluted earnings per share		$	0.12	$	0.12	$	0.17	$	0.33

See notes to condensed consolidated financial statements.

4

 

COMPUWARE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

	Six Months Ended
	September 30,
	2010			2009
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income	$	38,637		$	79,033
Adjustments to reconcile net income to net cash provided by operations:
Gain on divestiture of product lines					(52,351	)
Depreciation and amortization		24,505			20,884
Stock award compensation		9,195			9,478
Deferred income taxes		(627	)		3,536
Other		416			892
Net change in assets and liabilities, net of effects from the acquisition, divestiture and currency fluctuations:
Accounts receivable		49,767			91,059
Prepaid expenses and other current assets		16,822			17,004
Other assets		745			(2,616	)
Accounts payable and accrued expenses		(28,040	)		(15,794	)
Deferred revenue		(104,230	)		(87,772	)
Income taxes		6,171			6,646
Net cash provided by operating activities		13,361			69,999
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Purchase of:
Business, net of cash acquired		(15,715	)
Property and equipment		(7,528	)		(3,674	)
Capitalized software		(9,826	)		(5,780	)
Net proceeds from divestiture of product lines					64,992
Net cash provided by (used in) investing activities		(33,069	)		55,538
CASH FLOWS USED IN FINANCING ACTIVITIES:
Net proceeds from exercise of stock options including excess tax benefits		3,241			1,702
Contribution to stock purchase plans		1,232			1,075
Repurchase of common stock		(59,015	)		(85,806	)
Net cash used in financing activities		(54,542	)		(83,029	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		1,621			12,355
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(72,629	)		54,863
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		149,897			278,112
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	77,268		$	332,975

See notes to condensed consolidated financial statements.

5

Note 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Compuware Corporation and its wholly owned subsidiaries (collectively, the "Company", “Compuware”, “we”, “our” and “us”). All inter-company balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, contingencies and results of operations. While management has based their assumptions and estimates on the facts and circumstances existing at September 30, 2010, final amounts may differ from these estimates.

In the opinion of management of the Company, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. These financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended March 31, 2010 included in the Company's annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated balance sheet at March 31, 2010 has been derived from the audited financial statements at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements. The results of operations for interim periods are not necessarily indicative of actual results achieved for full fiscal years.

Basis for Revenue Recognition

The Company derives its revenue from licensing software products, providing maintenance and support for those products and rendering professional, application and web performance services. Revenue recognition begins once the following criteria have been met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable and collectibility is reasonably assured.

When our web performance services are sold with our software products, an arrangement containing both a software element (i.e., software license, maintenance and product related services) and a non-software element (i.e., web performance and related services) is created and referred to as a multiple-deliverable arrangement. The revenue associated with the arrangement is allocated to the software and non-software elements using VSOE of fair value, if available; third party evidence is used if VSOE of fair value is not available; and estimated selling price is used if neither VSOE of fair value nor third party evidence is available. Once the revenue is allocated to the software element and the non-software element, revenue recognition occurs as described herein.

Software license fees

The Company's software license agreements provide its customers with a right to use its software perpetually (perpetual licenses) or during a defined term (term licenses).

Perpetual license fee revenue is recognized using the residual method, under which the fair value, based on vendor specific objective evidence (“VSOE”), of all undelivered elements of the agreement (i.e., maintenance and product related services) is deferred. VSOE is based on rates charged for maintenance and professional services when sold separately. The remaining portion of the fee is recognized as license fee revenue upon delivery of the products, provided that no significant obligations remain and collection of the related receivable is reasonably assured.

6

For revenue arrangements where there is a lack of VSOE of fair value for any undelivered elements, license fee revenue is deferred and recognized upon delivery of those elements or when VSOE of fair value can be established. When maintenance or product related services are the only undelivered elements, the license fee revenue is recognized on a ratable basis over the longer of the maintenance term or the period in which the product related services are expected to be performed. Such transactions include term licenses as the Company does not sell maintenance for term licenses separately and therefore cannot establish VSOE of fair value for the undelivered elements in these arrangements. In order to comply with SEC Regulation S-X, Rule 5-03(b), which requires product, services and other categories of revenue to be displayed separately on the income statement, the Company separates the license fee, maintenance fee and product related services fee (which is included in professional services fees) associated with term licenses based on its determination of fair value. The Company applies its VSOE of fair value for maintenance related to perpetual license transactions and stand alone product related services arrangements as a reasonable and consistent approximation of fair value to separate license fee, maintenance fee and product related services fee revenue for income statement classification purposes.

The Company offers flexibility to customers purchasing licenses for its products and related maintenance. Terms of these transactions range from standard perpetual license sales that include one year of maintenance to large multi-year (generally two to five years), multi-product contracts. The Company allows deferred payment terms on contracts, with installments collectible over the term of the contract. Based on the Company’s successful collection history for deferred payments, license fees (net of any finance fees) are generally recognized as revenue as discussed above. In certain transactions where it cannot be concluded that the fee is fixed or determinable due to the nature of the deferred payment terms, the Company recognizes revenue as payments become due.

Maintenance and subscription fees

The Company’s maintenance agreements provide for technical support and advice, including problem resolution services and assistance in product installation, error corrections and any product enhancements released during the maintenance period. The first year of maintenance is included with all license agreements. Maintenance fees are recognized ratably over the term of the maintenance arrangements, which may range from one to five years.

The Company’s subscription fees relate to arrangements that permit our customers to access and utilize our web performance services. The subscription arrangements do not provide customers the right to take possession of our software at any time and we do not make it feasible for the customer to run the software on its own hardware. Subscription fees are deferred upon contract execution and are recognized ratably over the term of the subscription.

Professional services fees

The Company provides the following professional services solutions: (1) IT portfolio management services; (2) application delivery management services; (3) application outsourcing services; and (4) enterprise legacy modernization services. The Company also offers implementation, consulting and training services in tandem with the Company’s product solutions offerings, which are referred to as product related services.

In addition, revenue associated with the Company’s application services segment is recorded as professional services fees and consists of fees for customers accessing its application services network and other services.

7

Professional services fees are generally based on hourly or daily rates. Revenues from professional services are recognized in the period the services are performed provided that collection of the related receivable is reasonably assured. For development services rendered under fixed-price contracts, revenues are recognized using the percentage of completion method and if determined that costs will exceed revenue, the expected loss is recorded at the time the loss becomes apparent. Certain professional services contracts include a project and on-going operations for the project. Revenue associated with these contracts is recognized over the expected service period as the customer derives value from the services, consistent with the proportional performance method.

Deferred revenue

Deferred revenue consists primarily of billed and unbilled maintenance fees related to the future service period of maintenance agreements in effect at the reporting date. Deferred license, subscription and professional service fees are also included in deferred revenue for those arrangements that are being recognized on a ratable basis. Sales commission costs that directly relate to revenue transactions that are deferred are recorded as “Current” or “Non-current other assets”, as applicable, in the condensed consolidated balance sheets and recognized as “Sales and marketing” expenses in the condensed consolidated statements of operations over the revenue recognition period of the related customer contracts.

Research and development

Research and development (“R&D”) costs for the three months ended September 30, 2010 and 2009 were $18.1 million and $14.4 million, respectively, and for the six months ended September 30, 2010 and 2009 were $35.4 million and $31.0 million, respectively. R&D costs related to our software products and web performance services network are reported as “Technology development and support” in the condensed consolidated statements of operations and for our application services network, the costs are reported as “Cost of professional services”.

Income Taxes

The Company estimates its income taxes in each jurisdiction in which it operates. Deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability and if it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.

Interest and penalties related to uncertain tax positions are included in the income tax provision.

Recently Issued Accounting Pronouncements

In July 2010, the FASB issued Accounting Standard Update (“ASU”) No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”. The ASU requires enhanced disclosures about the credit quality of financing receivables and the allowance for credit losses; including disclosures regarding credit quality indicators, past due information, and modifications of original terms. We will be adopting the disclosure requirements of ASU No. 2010-20 starting with our interim reporting period ending December 31, 2010.

8

In December 2009, the FASB issued ASU No. 2009-17, “Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU No. 2009-17 amends the guidance for consolidation of VIEs primarily related to the determination of the primary beneficiary of the VIE. This ASU became effective for us on April 1, 2010 and did not have an impact on our condensed consolidated financial statements.

Note 2 - Acquisition

Effective September 17, 2010, the Company acquired certain assets and liabilities of DocSite, LLC (“DocSite”), a provider of web-based solutions that give physicians and healthcare organizations the ability to accurately and timely manage, analyze and report healthcare performance and quality, for $15.9 million in cash. The assets and liabilities acquired have been recorded at their estimated fair values as of the purchase date using the acquisition method. The purchase price exceeded the estimated fair value of the acquired assets and liabilities by $13.9 million, which was recorded to goodwill. The estimated fair value of intangible assets subject to amortization totaled $4.0 million, of which $1.9 million, $1.8 million and $260,000 related to developed technology, customer relationships and trademarks with a useful life of five, six and three years, respectively.

The arrangement included a contingent consideration component that increases the DocSite purchase price if pre-determined revenue targets for a specific product line are achieved by March 31, 2011. The contingent consideration arrangement could result in future payments of up to an additional $1.0 million. The estimated fair value of the contingent consideration arrangement of $750,000 was determined by applying the income approach. That measure is based on significant inputs that are not observable in the market, which are referred to as Level 3 inputs (see Note 4 for additional information regarding level of inputs). Key assumptions include the probability of attaining certain levels of revenue ranging from less than $3.5 million to greater than $4.5 million.

The fair value valuation for intangible assets and deferred tax asset and liabilities was incomplete at the time of filing and may result in an adjustment to the recorded fair value.

Factors that contribute to a purchase price that resulted in goodwill include, but are not limited to, the retention of research and development personnel with the skills to develop future web-based quality care and performance management technologies that will enhance our application service offerings, support personnel to provide maintenance services related to the technology acquired and a trained sales force capable of selling current and future acquired solutions. The goodwill resulting from the transaction will be reported within the application services segment and is expected to be deductible for tax purposes.

DocSite’s financial results will be reported within our application services segment. This acquisition was considered immaterial for disclosure of supplemental pro forma information and revenues and earnings of the acquiree since the acquisition date.

9

Note 3 - Foreign Currency Transactions and Derivatives

The Company is exposed to foreign exchange rate risks related to transactions that are denominated in non-local currency (“anticipated transactions”) and current inter-company balances due to and from the Company’s foreign subsidiaries (“inter-company balances”).

The Company enters into derivative contracts to sell or buy currencies with the intent of mitigating foreign exchange rate risks related to inter-company balances. The Company does not use foreign exchange contracts to hedge anticipated transactions and does not designate its foreign exchange derivatives as hedges. Accordingly, all foreign exchange derivatives are recognized on the condensed consolidated balance sheets at fair value (see Note 4 of the condensed consolidated financial statements).

The foreign currency net loss resulting from anticipated transactions and inter-company balances for the three months ended September 30, 2010 and 2009 was $1.2 million and $163,000, respectively, and for the six months ended September 30, 2010 and 2009 was $666,000 and $596,000, respectively. The hedging transaction net gain (loss) from foreign exchange derivative contracts for the three months ended September 30, 2010 and 2009 was $106,000 and $(140,000), respectively, and for the six months ended September 30, 2010 and 2009 was $19,000 and $(699,000), respectively. These net gain (loss) amounts were recorded to “Administrative and general” in the condensed consolidated statements of operations.

At September 30, 2010, the Company had derivative contracts maturing through October 2010 to sell $3.9 million and purchase $5.9 million in foreign currencies and had derivative contracts maturing through April 2010 to sell $830,000 and purchase $4.1 million in foreign currencies at March 31, 2010.

10

Note 4 - Fair Value of Assets and Liabilities

The Company reports its money market funds, foreign exchange derivatives and the DocSite contingent consideration liability (see Note 2 for additional information) at fair value on a recurring basis using the following fair value hierarchy: level 1 - quoted prices in active markets for identical assets or liabilities; level 2 – inputs other than level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands):

	As of September 30, 2010
	Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents - money market funds	$	11,901	$	11,901
Liabilities:
Foreign exchange derivatives	$	37			$	37
Contingent consideration (1)	$	750					$	750

	As of March 31, 2010
	Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents - money market funds	$	68,691	$	68,691
Foreign exchange derivatives	$	1			$	1

(1) See Note 2 for information regarding the types of inputs used to determine the fair value of the DocSite contingent consideration liability.

Non-financial assets such as goodwill and intangible assets are also subject to nonrecurring fair value measurements if they are deemed to be impaired. See Note 8 of the condensed consolidated financial statements for further information.

11

Note 5 - Computation of Earnings per Common Share

Earnings per common share data were computed as follows (in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
BASIC EARNINGS PER SHARE:
Numerator: Net income	$	25,992	$	27,986	$	38,637	$	79,033
Denominator:
Weighted-average common shares outstanding		221,280		234,290		222,900		237,519
Basic earnings per share	$	0.12	$	0.12	$	0.17	$	0.33
DILUTED EARNINGS PER SHARE:
Numerator: Net income	$	25,992	$	27,986	$	38,637	$	79,033
Denominator:
Weighted-average common shares outstanding		221,280		234,290		222,900		237,519
Dilutive effect of stock awards		3,114		1,825		3,071		1,784
Total shares		224,394		236,115		225,971		239,303
Diluted earnings per share	$	0.12	$	0.12	$	0.17	$	0.33

During the three and six months ended September 30, 2010, stock awards to purchase a total of approximately 19.6 million and 19.9 million shares, respectively, were excluded from the diluted earnings per share calculation because they were anti-dilutive. During the three and six months ended September 30, 2009, stock awards to purchase a total of approximately 25.7 million and 26.2 million shares, respectively, were excluded from the diluted earnings per share calculation because they were anti-dilutive.

Note 6 - Comprehensive Income

Other comprehensive income (loss) relates to foreign currency translation adjustments that have been excluded from net income and reflected in equity. Total comprehensive income is summarized as follows (in thousands):

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2010			2009			2010		2009
Net income	$	25,992		$	27,986		$	38,637	$	79,033
Foreign currency translation adjustment, net of tax		(1,263	)		(1,351	)		2,427		(1,354	)
Total comprehensive income	$	24,729		$	26,635		$	41,064	$	77,679

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Note 7 – Stock Benefit Plans and Stock-Based Compensation

The Company has the following stock benefit plans: (1) the 2007 Long Term Incentive Plan (“2007 LTIP”) allows the Company’s Compensation Committee to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based cash or restricted stock unit awards and annual cash incentive awards to employees and directors of the Company; (2) the Employee Stock Purchase Plan allows participating U.S. and Canadian employees the right to have up to 10% of their compensation withheld to purchase Company common stock at a 5% discount; and (3) the Employee Stock Ownership Plan (“ESOP”) and Trust allows the Company to make contributions to the ESOP for the benefit of substantially all U.S. employees.

Covisint Corporation (“Covisint”), a subsidiary of the Company, maintains a stock benefit plan referred to as the 2009 Long-Term Incentive Plan (“2009 Covisint LTIP”) allowing the Board of Directors of Covisint the ability to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based cash or restricted stock unit awards and annual cash incentive awards to employees and directors of Covisint.

Stock award compensation expense was allocated as follows (in thousands):

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Stock-based compensation classified as:
Cost of maintenance and subscription fees	$	99		$	114		$	159		$	219
Cost of professional services		255			142			492			420
Technology development and support		348			297			515			548
Sales and marketing		1,152			1,223			2,930			3,169
Administrative and general		2,037			2,065			5,099			5,122
Total stock-based compensation expense before income taxes		3,891			3,841			9,195			9,478
Income tax benefit		(1,402	)		(1,243	)		(3,317	)		(3,255	)
Total stock-based compensation expense after income taxes	$	2,489		$	2,598		$	5,878		$	6,223

As of September 30, 2010, $23.2 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested equity awards is expected to be recognized over a weighted-average period of approximately 2.76 years.

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A summary of the Company’s option activity during the six months ended September 30, 2010 is presented below (shares and intrinsic value in thousands):

	Six Months Ended
	September 30, 2010
						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Options			Price		Term in Yrs.		Value
Options outstanding as of March 31, 2010		29,128		$	8.37
Granted		1,362			8.30
Exercised		(446	)		7.03			$	591
Forfeited		(884	)		7.82
Cancelled/expired		(1,328	)		9.57
Options outstanding as of September 30, 2010		27,832		$	8.35		4.24	$	20,017
Options vested and expected to vest, net of estimated forfeitures, as of September 30, 2010		26,788		$	8.36		4.08	$	19,070
Options exercisable as of September 30, 2010		19,903		$	8.44		2.71	$	13,360

The weighted average fair value of stock options granted during the periods and the assumptions used to estimate those values using a Black-Scholes option pricing model were as follows:

	Six Months Ended
	September 30,
	2010			2009
Expected volatility		42.56	%		45.98	%
Risk-free interest rate		2.75	%		2.27	%
Expected lives at date of grant (in years)		6.0			6.1
Weighted-average fair value of the options granted	$	3.71		$	3.37

The fair value of stock options vested during the six months ending September 30, 2010 was $4.42 per share.

A summary of the Company’s non-vested restricted stock units and performance-based restricted stock unit awards (collectively “Non-vested RSU”) activity during the six months ended September 30, 2010 is summarized as follows (shares and intrinsic value in thousands):

	Six Months Ended
	September 30, 2010
				Weighted
				Average		Aggregate
				Grant-Date		Intrinsic
	Shares			Fair Value		Value
Non-vested RSU outstanding as of March 31, 2010		3,127
Granted		913		$	8.57
Released		(150	)			$	1,179
Forfeited		-
Non-vested RSU outstanding as of September 30, 2010		3,890

14

As of September 30, 2010, there were 134,000 stock options outstanding from the 2009 Covisint LTIP. These options will vest only if, prior to August 26, 2015, Covisint completes an initial public offering (“IPO”) or if there is a change of control of Covisint.

The individuals who received stock options from the 2009 Covisint LTIP were also awarded performance-based restricted stock unit awards (“PSAs”) from the Company’s 2007 LTIP. There were 1.5 million PSAs outstanding as of September 30, 2010. These PSAs will vest only if Covisint does not complete an IPO or a change of control transaction by August 25, 2015 and the Covisint business meets a pre-defined revenue target for four consecutive calendar quarters ending prior to August 26, 2015.

As of September 30, 2010, the Company has not recorded compensation expense for the Covisint stock options or the PSAs and these awards are not included in the Company’s diluted shares outstanding. Compensation expense will be accounted for in the period it becomes probable that the underlying conditions of the Covisint stock options or PSAs will be met and will be included in the diluted shares outstanding balance in the period the underlying performance conditions are met.

15

Note 8 – Goodwill, Capitalized Software and Other Intangible Assets

The change in the carrying amount of goodwill by reportable segment during the six months ended September 30, 2010 is summarized as follows (in thousands):

			Web
			Performance		Professional		Application
	Products		Services		Services		Services		Total
Goodwill as of March 31, 2010	$	220,389	$	218,523	$	141,426	$	11,532	$	591,870
Acquisition (1)								13,853		13,853
Effect of foreign currency translation		552				51				603
Goodwill as of September 30, 2010	$	220,941	$	218,523	$	141,477	$	25,385	$	606,326

(1) The Company acquired DocSite on September 17, 2010. See Note 2 for information related to the purchase accounting that resulted in the recording of goodwill.

The components of the Company’s capitalized software and other intangible assets are as follows (in thousands):

	As of September 30, 2010
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Unamortized intangible assets:
Trademarks	$	4,419				$	4,419
Amortized intangible assets:
Capitalized software
Internally developed	$	189,051	$	(155,864	)	$	33,187
Purchased (1)		135,348		(122,602	)		12,746
Customer relationship (1)		48,692		(14,318	)		34,374
Other (1)		11,160		(8,182	)		2,978
Total amortized intangible assets	$	384,251	$	(300,966	)	$	83,285
	As of March 31, 2010
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Unamortized intangible assets:
Trademarks	$	4,429				$	4,429
Amortized intangible assets:
Capitalized software
Internally developed	$	179,215	$	(150,419	)	$	28,796
Purchased		133,294		(120,138	)		13,156
Customer relationship		46,772		(12,051	)		34,721
Other		10,896		(7,243	)		3,653
Total amortized intangible assets	$	370,177	$	(289,851	)	$	80,326

(1) The Company acquired certain intangible assets through its acquisition of DocSite on September 17, 2010.  See Note 2 for additional information.

16

Capitalized software includes the costs of internally developed software technology and software technology purchased through acquisitions. Internally developed capitalized costs and capitalized purchased software technology are amortized over periods up to five years.

Customer relationship agreements were acquired as part of recent acquisitions and are being amortized over periods up to ten years.

Other amortized intangible assets include amortizable trademarks and patents associated with recent acquisitions and are being amortized over periods up to three years.

Unamortized trademarks were acquired as part of the Covisint and Changepoint acquisitions in fiscal 2004 and fiscal 2005. These trademarks are deemed to have an indefinite life.

Amortization of intangible assets

Amortization expense of capitalized software, customer relationship and other intangible assets were reported as follows (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
Amortized intangible assets:
Capitalized software (1)
Internally developed	$	2,706	$	2,832	$	5,444	$	5,491
Purchased		1,119		710		2,335		1,557
Customer relationship (2)		1,089		294		2,219		667
Other		469		96		935		192
Total amortization expense	$	5,383	$	3,932	$	10,933	$	7,907

(1) Capitalized software amortization related to our product segment is reported as “Cost of software license fees”, web performance services segment is reported as “Cost of maintenance and subscription” and application services segment is reported as “Cost of professional services” in the condensed consolidated statements of operations.

(2) Customer relationship amortization related to our product segment and web performance services segment is reported as “Sales and marketing” and application services segment is reported as “Cost of professional services” in the condensed consolidated statements of operations.

Based on the capitalized software, customer relationship and other intangible assets recorded through September 30, 2010, the annual amortization expense over the next five fiscal years is expected to be as follows (in thousands):

	Fiscal Year Ended March 31,
	2011		2012		2013		2014		2015		Thereafter
Amortized intangible assets:
Capitalized software	$	15,887	$	14,500	$	11,152	$	7,662	$	3,302	$	1,155
Customer relationship		4,507		4,192		3,835		3,788		3,788		16,461
Other		1,913		1,473		487		40
Total amortization expense	$	22,307	$	20,165	$	15,474	$	11,490	$	7,090	$	17,616

17

Impairment evaluations

Capitalized software is reviewed for impairment each balance sheet date or when events and changes in circumstances indicate that the carrying value may not be recoverable.

Goodwill and unamortized intangible assets are tested for impairment at least once a year or more frequently if management believes indicators of impairment exist. Impairment evaluations were performed on goodwill and unamortized intangible assets for all reporting segments as of March 31, 2010.

For all other intangible and long-lived assets, impairment evaluations are performed when events or changes in circumstances indicate that the carrying value may not be recoverable.

Reclassification

As of September 30, 2010, capitalized software, customer relationships, trademarks and other intangible assets are reported as "Capitalized software and other intangible assets, net" in the condensed consolidated balance sheets. In order to conform the March 31, 2010 balance sheet to the current presentation, the Company has reclassified certain intangible assets totaling $42.8 million (reported as non-current "Other assets" in the March 31, 2010 audited financial statements) to "Capitalized software and other intangible assets, net".

18

Note 9 – Segment Information

Compuware has four business segments in the technology industry: products, web performance services, professional services and application services. The Company’s products and services are offered worldwide to the largest IT organizations across a broad spectrum of technologies, including mainframe, distributed and Internet platforms and provide the following capabilities:

· Products and web performance services are designed to enhance the effectiveness of key disciplines throughout IT organizations including application development and delivery, service management and IT portfolio management and the availability and quality of web applications.

· IT professional services include IT portfolio management services, application delivery management services, application outsourcing services and enterprise legacy modernization services. Our professional services segment also provides implementation, consulting and training services in tandem with the Company’s product offerings which are referred to as product related services.

· Application services use business-to-business applications to integrate vital business information and processes between partners, customers and suppliers.

Financial information for the Company’s business segments is as follows (in thousands):

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Revenues:
Products:
Mainframe	$	99,935		$	117,288		$	191,816		$	216,866
Distributed		50,029			42,556			94,965			94,651
Total product revenue		149,964			159,844			286,781			311,517
Web performance services		17,656						30,928
Professional services		46,087			48,532			91,244			101,577
Application services		12,162			9,553			23,401			19,223
Total revenues	$	225,869		$	217,929		$	432,354		$	432,317
Income from operations:
Products (1)	$	70,268		$	75,213		$	125,358		$	191,702
Web performance services		2,420						1,471
Professional services		5,754			5,654			10,675			8,584
Application services		1,199			661			1,961			1,545
Subtotal		79,641			81,528			139,465			201,831
Corporate expenses		(38,780	)		(38,767	)		(76,217	)		(78,897	)
Restructuring costs					(1,328	)					(3,818	)
Income from operations		40,861			41,433			63,248			119,116
Other income, net		862			1,333			1,727			2,753
Income before income taxes	$	41,723		$	42,766		$	64,975		$	121,869

(1) For the six months ended September 30, 2009, income from the products segment includes a $52.4 million gain on divestiture of the Quality and DevPartner product lines.

19

Financial information regarding geographic operations is presented in the table below (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
Revenues:
United States	$	145,740	$	137,167	$	277,896	$	270,870
Europe and Africa		53,073		55,245		101,411		111,283
Other international operations		27,056		25,517		53,047		50,164
Total revenues	$	225,869	$	217,929	$	432,354	$	432,317

Note 10 - Restructuring Accrual

In recent years, the Company has incurred restructuring charges associated with the following initiatives: (1) aligning the professional services segment headcount and operating expenses after initiating a plan during the second half of fiscal 2009 to exit low-margin engagements and (2) management’s evaluation of the products segment and administrative and general business processes to identify operating efficiencies with the goal of reducing operating expenses.

The following table summarizes the restructuring accrual as of March 31, 2010, and changes to the accrual during the six months ended September 30, 2010 (in thousands):

	Employee Termination Benefits			Facility Costs			Other			Total
Restructuring accrual as of March 31, 2010	$	1,810		$	978		$	22		$	2,810
Payments		(1,761	)		(345	)		(11	)		(2,117	)
Restructuring accrual as of September 30, 2010	$	49		$	633		$	11		$	693

As of September 30, 2010, $497,000 of the restructuring accrual is recorded in current “accrued expenses”. The remaining balance of $196,000 is recorded to long-term “accrued expenses” in the condensed consolidated balance sheets and primarily relates to facility costs.

The accruals for facilities costs at September 30, 2010 represent the remaining fair value of lease obligations for exited and demised locations, as determined at the cease-use dates of those facilities, net of estimated sublease income that could be reasonably obtained in the future, and will be paid out over the remaining lease terms, the last of which ends in fiscal 2014. Projected sublease income is based on management’s estimates, which are subject to change.

20

Note 11 - Debt

The Company had no long term debt at September 30, 2010 and March 31, 2010.

The Company has an unsecured revolving credit agreement (the “credit facility”) with Comerica Bank and other lenders. The credit facility provides for a revolving line of credit in the amount of $150 million and expires on November 1, 2012. The credit facility also permits the Company to increase the revolving line of credit by up to an additional $150 million subject to receiving further commitments from lenders and certain other conditions.

The credit facility contains various covenant requirements, including limitations on liens; indebtedness; mergers, consolidations and acquisitions; asset sales; dividends; investments, loans and advances from the Company; transactions with affiliates; and limits additional borrowing outside of the facility to $250 million. The credit facility is also subject to maximum total debt to EBITDA and minimum fixed charge coverage financial covenants. The Company was in compliance with the covenants under the credit facility at September 30, 2010.

Any borrowings under the credit facility bear interest at the prime rate or the Eurodollar rate plus the applicable margin (based on the level of maximum total debt to EBITDA ratio), at the Company’s option. The Company pays a quarterly facility fee on the credit facility based on the applicable margin grid.

Note 12 – Contingencies

The Company is subject to various legal actions and claims incidental to its business. Litigation is subject to many uncertainties and the outcome of individual litigated matters is not predictable with assurance. After discussion with counsel, it is the opinion of management that the outcome of such matters will not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Compuware Corporation

Detroit, Michigan

We have reviewed the accompanying condensed consolidated balance sheet of Compuware Corporation and subsidiaries (the "Company") as of September 30, 2010, and the related condensed consolidated statements of operations for the three-month and six-month periods ended September 30, 2010 and 2009, and of cash flows for the six-month periods ended September 30, 2010 and 2009. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Compuware Corporation and subsidiaries as of March 31, 2010 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 27, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2010 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/  DELOITTE & TOUCHE LLP

Detroit, Michigan

November 4, 2010

22

COMPUWARE CORPORATION AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

The following discussion contains certain forward-looking statements within the meaning of the federal securities laws. When we use words such as “may”, “might”, “will”, “should”, “believe”, “expect”, “anticipate”, “estimate”, “continue”, “predict”, “forecast”, “projected”, “intend” or similar expressions, or make statements regarding our future plans, objectives or expectations, we are making forward-looking statements. Numerous important factors, risks and uncertainties affect our operating results and could cause actual results to differ materially from the results implied by these or any other forward-looking statements made by us, or on our behalf.

The material risks and uncertainties that we believe affect us are summarized below. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties discussed elsewhere in the reports we file with the Securities and Exchange Commission (see Item 1A Risk Factors in our 2010 Form 10-K), as well as other risks and uncertainties that we are not aware of or focused on or that we currently deem immaterial, may also impair business operations. This report is qualified in its entirety by these risk factors and those listed below. If any of the following risks actually occur, our financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our common stock could decline significantly, and shareholders could lose all or part of their investment.

There can be no assurance that future results will meet expectations. While we believe that our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by applicable law, we do not undertake any obligation to publicly release any revisions which may be made to any forward-looking statements to reflect events or circumstances occurring after the date of this report.

· The majority of our products segment revenue is dependent on our customers’ continued use of International Business Machines Corporation and IBM-compatible products.

· Our product software revenue is dependent on the acceptance of our pricing structure for software licenses, maintenance services and web performance services.

· Maintenance revenue could continue to decline.

· The market for web performance services is at an early stage of development with emerging competitors. If this market does not develop or develops more slowly than we expect, or if there is an increase in competition, our revenue may decline or fail to grow.

· The market for application services is in its early stages of development with emerging competitors. As the market matures, competition may increase and could have a material negative impact on our results of operations.

· If we are not successful in implementing our professional services strategy, our operating margins may decline materially.

· We may fail to achieve our forecasted financial results due to inaccurate sales forecasts or other unpredictable factors. If we fail to meet the expectations of analysts or investors, our stock price could decline substantially.  

23

COMPUWARE CORPORATION AND SUBSIDIARIES

· Future changes in the United States and global economies may reduce demand for our software products and services, which may have a material adverse effect on our revenues and operating results.

· Defects or disruptions in our web performance services or application services networks or interruptions or delays in service would impair the delivery of our on-demand service and could diminish demand for our services and subject us to substantial liability.

· Future changes in the U.S. domestic automotive manufacturing business could reduce demand for our professional services and application services, which may have a material negative effect on our revenues and operating results.

· If the fair value of our long-lived assets deteriorated below the carrying value of these assets, recognition of an impairment loss would be required, which could materially and adversely affect our financial results.

· Our software technology may infringe the proprietary rights of others.

· Our results could be adversely affected by increased competition, pricing pressures and technological changes within the software products market.

· The market for professional services is highly competitive, fragmented and characterized by low barriers to entry.

· We must develop or acquire product enhancements and new products to succeed.

· Acquisitions may be difficult to integrate, disrupt our business or divert the attention of our management and may result in financial results that are different than expected.

· We are exposed to exchange rate risks on foreign currencies and to other international risks that may adversely affect our business and results of operations.

· Current laws may not adequately protect our proprietary rights.

· The loss of certain key employees and technical personnel or our inability to hire additional qualified personnel could have a material adverse effect on our business.

· Unanticipated changes in our operating results or effective tax rates, or exposure to additional income tax liabilities, could affect our profitability.

· Our stock repurchase plan may be suspended or terminated at any time, which may result in a decrease in our stock price.

· Acts of terrorism, acts of war and other unforeseen events may cause damage or disruption to us or our customers, which could materially and adversely affect our business, financial condition and operating results.

· Our articles of incorporation, bylaws and rights agreement as well as certain provisions of Michigan law may have an anti-takeover effect.

24

COMPUWARE CORPORATION AND SUBSIDIARIES

OVERVIEW

In this section, we discuss our results of operations on a segment basis. We operate in four business segments in the technology industry: products, web performance services, professional services and application services. We evaluate segment performance based primarily on segment contribution before corporate expenses. References to years are to fiscal years ended March 31. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes included elsewhere in this report and our annual report on Form 10-K for the fiscal year ended March 31, 2010, particularly “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

We deliver value to businesses by providing software and web performance solutions; professional services; and application services that improve the performance of information technology (“IT”) organizations. Originally founded in 1973 as a professional services company, we began to offer mainframe productivity tools for fault diagnosis, file and data management, and application debugging in the late 1970's. We began to offer productivity tools for the distributed platform during the 1990’s and web-based productivity tools during the 2000’s.

The Company’s products and services are offered worldwide to the largest IT organizations across a broad spectrum of technologies, including mainframe, distributed and Internet platforms and provide the following capabilities:

· Our products and web performance services are designed to enhance the effectiveness of key disciplines throughout IT organizations including application development and delivery, service management and IT portfolio management and the availability and quality of web applications.

· Our IT professional services include IT portfolio management services, application delivery management services, application outsourcing services and enterprise legacy modernization services. Our professional services segment also provides implementation, consulting and training services in tandem with the Company’s product offerings which are referred to as product related services.

· Our application services, marketed as Covisint, use business-to-business applications to integrate vital business information and processes between partners, customers and suppliers.

25

COMPUWARE CORPORATION AND SUBSIDIARIES

Quarterly Update

The following occurred during the second quarter of 2011:

· Acquired certain assets and liabilities of DocSite, LLC (“DocSite”), for $15.9 million in cash (see Note 2 of the condensed consolidated financial statements included in this report for additional information).

· Experienced a 17.6% increase in distributed product revenue and a 14.8% decrease in mainframe product revenue in the second quarter of 2011 compared to the second quarter of 2010.

· Realized a decrease in product software contribution margin to 43.4% in the second quarter of 2011 compared to 47.1% during the second quarter of 2010.

· Experienced an increase in professional services segment contribution margin to 12.5% in the second quarter of 2011 from 11.7% in the second quarter of 2010.

· Experienced an increase in application services segment contribution margin to 9.9% in the second quarter of 2011 from 6.9% in the second quarter of 2010.

· Repurchased approximately 5.5 million shares of our common stock at an average price of $7.82 per share as part of our discretionary stock repurchase plan.

· Released 2 distributed and 3 mainframe product updates designed to increase the productivity of the IT departments of our customers.

The ability to achieve our strategies and objectives is subject to a number of risks and uncertainties, some of which we may not be able to control. See "Forward-Looking Statements".

26

COMPUWARE CORPORATION AND SUBSIDIARIES

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain operational data from the condensed consolidated statements of operations as a percentage of total revenues and the percentage change in such items compared to the prior period:

	Percentage of									Percentage of
	Total Revenues									Total Revenues
	Three Months Ended						Period-			Six Months Ended						Period-
	September 30,						to-Period			September 30,						to-Period
	2010			2009			Change			2010			2009			Change
REVENUE:
Software license fees		20.2	%		23.0	%		(9.0	)%		18.3	%		21.0	%		(12.9	)%
Maintenance and subscription fees *		54.0			50.3			11.2			55.2			51.1			8.1
Professional services segment fees **		20.4			22.3			(5.0	)		21.1			23.5			(10.2	)
Application services segment fees **		5.4			4.4			27.3			5.4			4.4			21.7
Total revenues		100.0			100.0			3.6			100.0			100.0			0.0
OPERATING EXPENSES:
Cost of software license fees		1.4			1.8			(15.7	)		1.5			1.8			(14.6	)
Cost of maintenance and subscription fees *		5.9			3.8			58.5			6.2			4.0			53.3
Professional services segment expenses **		17.9			19.7			(5.9	)		18.6			21.5			(13.4	)
Application services segment expenses **		4.8			4.1			23.3			5.0			4.1			21.3
Technology development and support		9.7			9.9			1.2			10.1			10.0			0.7
Sales and marketing		25.0			23.3			11.3			26.4			24.0			9.9
Administrative and general		17.2			17.8			0.0			17.6			18.2			(3.4	)
Restructuring cost					0.6			(100.0	)					0.9			(100.0	)
Gain on divestiture of product lines														(12.1	)		100.0
Total operating expenses		81.9			81.0			4.8			85.4			72.4			17.8
Income from operations		18.1			19.0			(1.4	)		14.6			27.6			(46.9	)
Other income, net		0.4			0.6			(35.3	)		0.4			0.6			(37.3	)
Income before income taxes		18.5			19.6			(2.4	)		15.0			28.2			(46.7	)
Income tax provision		7.0			6.8			6.4			6.1			9.9			(38.5	)
Net income		11.5	%		12.8	%		(7.1	)%		8.9	%		18.3	%		(51.1	)%

* Web performance services segment revenue is referred to as subscription fees.  Subscription fees and the cost of subscription fees are combined with maintenance in the condensed consolidated statements of operations.

** The professional services segment and the application services segment are combined and reported as professional services in the condensed consolidated statement of operations included within this report.

27

COMPUWARE CORPORATION AND SUBSIDIARIES

PRODUCT SOFTWARE

Our enterprise application management products, specifically Vantage, and our web performance services allow us to offer IT organizations comprehensive solutions that effectively monitor the performance of their enterprise and Internet application systems. Because of this relationship, we use the term “product software” to refer to both the products segment and web performance services segment.

The revenue for the web performance services segment is referred to as subscription fees and reported with maintenance in the condensed consolidated statement of operations. The research and development costs and sales and marketing costs for our products segment and web performance services segment are combined and reported as “Technology development and support” and “Sales and marketing”, respectively, in the condensed consolidated statements of operations. As a result, “Technology development and support”, “Sales and marketing” and contribution margins for the products segment and web performance services segment will be analyzed on a combined, product software basis within this section.

Financial information for the product software business was as follows (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
Revenue	$	167,620	$	159,844	$	317,709	$	311,517
Expenses		94,932		84,631		190,880		119,815
Product software contribution	$	72,688	$	75,213	$	126,829	$	191,702

The product software business generated contribution margins of 43.4% and 47.1% during the second quarter of 2011 and 2010, respectively. Contribution margins during the first six months of 2011 and 2010 were 39.9% and 61.5%, as reported, and 44.7% excluding the gain on divestiture of $52.4 million related to the sale of our Quality and DevPartner product lines to Micro Focus International, PLC (“Quality Divestiture”) during the first quarter of 2010, respectively. The decreases in margin were primarily due to investments in our web performance services business and to a lesser extent, the decline in mainframe software license and maintenance fees.

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COMPUWARE CORPORATION AND SUBSIDIARIES

Product Software Revenue

Revenue for the products and web performance services segments was as follows (in thousands):

	Three Months Ended							Six Months Ended
	September 30,							September 30,
Products segment	2010		2009		% Chg			2010		2009		% Chg
Software license fees
Mainframe	$	22,394	$	34,229		(34.6	)	$	36,915	$	53,422		(30.9	)
Distributed excluding divested products		23,219		15,881		46.2			42,028		28,510		47.4
Total software license fees excluding divested products		45,613		50,110		(9.0	)		78,943		81,932		(3.6	)
Software license fees - divested products *											8,724
Total software license fees		45,613		50,110		(9.0	)		78,943		90,656		(12.9	)
Maintenance fees
Mainframe		77,541		83,059		(6.6	)		154,901		163,444		(5.2	)
Distributed excluding divested products		26,810		26,675		0.5			52,937		52,578		0.7
Total maintenance fees excluding divested products		104,351		109,734		(4.9	)		207,838		216,022		(3.8	)
Maintenance fees - divested products *											4,839		(100.0	)
Total maintenance fees	$	104,351	$	109,734		(4.9	)	$	207,838	$	220,861		(5.9	)
Total products segment revenue
Mainframe	$	99,935	$	117,288		(14.8	)	$	191,816	$	216,866		(11.6	)
Distributed		50,029		42,556		17.6			94,965		94,651		0.3
Total products segment revenue	$	149,964	$	159,844		(6.2	)	$	286,781	$	311,517		(7.9	)
Web performance services segment
Subscription fees	$	17,656				n/a		$	30,928				n/a
Total product software revenue	$	167,620	$	159,844		4.9		$	317,709	$	311,517		2.0

* Divested products license and maintenance fees relate to our Quality and DevPartner product lines that were sold to Micro Focus International PLC during the first quarter of 2010.

Product software revenue by geographic location is presented in the table below (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
United States	$	97,131	$	88,285	$	181,082	$	168,896
Europe and Africa		47,291		49,506		90,855		98,593
Other international operations		23,198		22,053		45,772		44,028
Total product software revenue	$	167,620	$	159,844	$	317,709	$	311,517

Product software revenue, which consists of software license fees, maintenance fees and subscription fees, comprised 74.2% and 73.3% of total revenue during the second quarter of 2011 and 2010, respectively, and 73.5% and 72.1% of total revenue during the first six months of 2011 and 2010, respectively. During the second quarter and first six months of 2011, product software revenue has increased through organic revenue growth of our distributed products, primarily Vantage, and from subscription fees which we began reporting since our acquisition of Gomez in November 2009. Since the acquisition of Gomez, we have focused on developing solutions that combine the technology from our Vantage products with technology from our web performance services which we refer to as application performance monitoring (“APM”) solutions. We will be releasing our First Mile solution during the third quarter of 2011 which integrates components of Vantage and our web performance services into a single application that measures the performance of our customer’s web applications, including elements that reside both within the customer’s data center and also on the Internet, and displays that information through a single dashboard. We anticipate these APM solutions will be a primary contributor to future revenue growth within our distributed product and web performance services as these solutions not only add value on a stand-alone basis to our customers but will allow customers to realize the benefits of our website and enterprise application performance monitoring solutions providing us with opportunities to cross-sell non-integrated Vantage products and web performance services.

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Software license fees

Software license fees (“license fees”) decreased $4.5 million or 9.0%, which included a negative impact from foreign currency fluctuations of $346,000, during the second quarter of 2011 to $45.6 million and decreased $11.7 million or 12.9%, which included a negative impact from foreign currency fluctuations of $70,000, during the first six months of 2011 to $78.9 million as compared to the same periods from the prior year.

The decreases in license fees were primarily due to declines in our mainframe product line of $11.8 million or 34.6% for the second quarter of 2011 and $16.5 million or 30.9% for the first six months of 2011. The declines are primarily due to large purchases by a government agency that occurred during the second quarter of 2010. The first six months of 2011 was further impacted by lower customer spending.

Distributed license fees increased $7.3 million or 46.2% during the second quarter of 2011 and, excluding the impact from divested products, increased $13.5 million or 47.4% during the first six months of 2011 as compared to the same periods from the prior year. Each of our distributed product lines generated revenue growth year over year with Vantage experiencing the largest increase at 48.1% and 49.8% during the second quarter and first six months of 2011, respectively, as the industry’s demand for application performance management solutions continues to grow.

During the second quarter of 2011 and 2010, for software license transactions that are required to be recognized ratably, we deferred $5.6 million and $12.2 million, respectively, of license fees relating to such transactions that closed during the period. We recognized as revenue $15.6 million and $18.6 million, respectively, of previously deferred license fees relating to such transactions that closed and had been deferred prior to the beginning of the periods.

During the first six months of 2011 and 2010, for software license transactions that are required to be recognized ratably, we deferred $12.6 million and $22.8 million, respectively, of license fees relating to such transactions that closed during the period. We recognized as revenue $30.9 million and $43.0 million, respectively, of previously deferred license fees relating to such transactions that closed and had been deferred prior to the beginning of the periods, including $7.2 million related to our divested products during the first quarter of 2010.

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Maintenance fees

Maintenance fees decreased $5.4 million or 4.9%, which included a negative impact from foreign currency fluctuations of $1.3 million, during the second quarter of 2011 to $104.4 million, and decreased $13.0 million or 5.9%, which included a negative impact from foreign currency fluctuations of $1.0 million, during the first six months of 2011 to $207.8 million as compared to the same periods from the prior year.

The decreases in maintenance fees were primarily due to declines in our mainframe product line of $5.5 million or 6.6% for the second quarter of 2011 and $8.5 million or 5.2% for the first six months of 2011. Although we continue to experience a high maintenance renewal rate with our current mainframe customers, the decline in mainframe license deals during 2010 and 2011 is impacting mainframe maintenance revenue as new or growth customers are not entirely replacing the maintenance revenue loss from the non-renewed mainframe maintenance arrangements.

Distributed maintenance fees increased $135,000 or 0.5% during the second quarter of 2011 and, excluding the impact from divested products, increased $359,000 or 0.7% during the first six months of 2011 as compared to the same periods from the prior year, primarily due to sales growth in our Vantage product line.

Subscription fees

In November 2009, we acquired Gomez, Inc. which offers product solutions, on a subscription basis, that are used to test and monitor web and mobile applications.

Revenue recognized from these solutions is referred to as subscription fees and totaled $17.6 million and $30.9 million during the second quarter of 2011 and the first six months of 2011, respectively.

Product Software Expenses

Product software expenses include cost of software license fees, cost of maintenance and subscription fees, technology development and support costs, sales and marketing expenses and the gain on divestiture of product lines.

Cost of software license fees includes amortization of capitalized software, the cost of duplicating and disseminating products to customers, including associated hardware costs, and the cost of author royalties. Cost of software license fees decreased $607,000 or 15.7% during the second quarter of 2011 to $3.3 million from $3.9 million in the second quarter of 2010 and decreased $1.1 million or 14.6% during the first six months of 2011 to $6.7 million from $7.8 million in the first six months of 2010. The decline is primarily due to lower capitalized software amortization as certain developed technologies from past acquisitions became fully amortized and the decline in capitalized research and development costs in previous years is reducing the amortizable base.

As a percentage of software license fees, cost of software license fees was 7.2% and 7.7% in the second quarter of 2011 and 2010, respectively, and 8.5% and 8.6% in the first six months of 2011 and 2010, respectively.

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Cost of maintenance and subscription fees consists of the direct costs allocated to maintenance and product support such as helpdesk and technical support; amortization of capitalized software, depreciation and maintenance expense associated with our web performance services network related computer equipment; data center costs; and payments to individuals for tests conducted from their Internet-connected personal computers.

Cost of maintenance and subscription fees increased $4.9 million or 58.5% during the second quarter of 2011 to $13.3 million from $8.4 million in the second quarter of 2010 and increased $9.3 million or 53.3% during the first six months of 2011 to $26.6 million from $17.3 million in the first six months of 2010. The increases in expense were due to $5.9 million and $11.4 million, respectively, of costs associated with our web performance service business acquired in the Gomez acquisition. These increases were partially offset by reductions in costs as developer resources shifted from maintenance based projects (reported as “Cost of maintenance and subscription fees”) to projects that enhance our existing software products (reported as “Technology development and support” costs). The cost of maintenance for the first six months of 2011 was further reduced by the effect of headcount reductions from the Quality Divestiture in 2010.

As a percentage of maintenance and subscription fees, cost of maintenance and subscriptions fees were 10.9% and 7.6% in the second quarter of 2011 and 2010, respectively, and 11.1% and 7.8% in the first six months of 2011 and 2010, respectively. The increases in the percentages were primarily due to the impact of our web performance service business acquired in the Gomez acquisition as the cost to deliver web performance services is proportionately greater than the cost to deliver maintenance services.

Technology development and support includes, primarily, the costs of programming personnel associated with software technology development and support of our products and the web performance services network less the amount of internally developed software technology costs capitalized (“capitalized internal software costs”) during the reporting period. Also included are personnel costs associated with developing and maintaining internal systems and hardware/software costs required to support all technology initiatives.

Total technology development and support costs and capitalized internal software costs were as follows (in thousands):

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Technology development and support costs incurred	$	26,401		$	22,707		$	51,793		$	47,083
Capitalized internal software costs		(4,508	)		(1,074	)		(8,359	)		(3,968	)
Technology development and support costs expensed	$	21,893		$	21,633		$	43,434		$	43,115

Before the capitalization of internal software costs, total technology development and support costs increased $3.7 million or 16.3% during the second quarter of 2011 to $26.4 million from $22.7 million in the second quarter of 2010 and for the first six months of 2011 increased $4.7 million or 10.0% to $51.8 million from $47.1 million in the first six months of 2010. The increases in expense were primarily due to higher compensation and employee benefit costs associated with the increase in headcount from the Gomez acquisition and to a lesser extent the shift of developer resources from maintenance based projects (reported as “Cost of maintenance and subscription fees”) to projects that enhance our existing software products (reported as “Technology development and support” costs). The increase in expense for the first six months of 2011 was partially offset by the effect of headcount reductions from the Quality Divestiture in 2010.

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Capitalized internal software costs increased $3.4 million or 319.7% to $4.5 million during the second quarter of 2011 and increased $4.4 million or 110.7% to $8.4 million during the first six months of 2011 as compared to the same periods from the prior year. The increases are primarily due to a significant product release associated with our Vantage product and to a lesser extent, the First Mile APM solution, as both reached technological feasibility during the first quarter of 2011.

As a percentage of product revenue, costs of technology development and support were 13.1% and 13.5% in the second quarter of 2011 and 2010, respectively, and 13.7% and 13.8% in the first six months of 2011 and 2010, respectively.

Sales and marketing costs consist primarily of personnel related costs associated with product sales, sales support and marketing for our product offerings. Sales and marketing costs increased $5.7 million or 11.3% during the second quarter of 2011 to $56.5 million from $50.8 million in the second quarter of 2010 and for the first six months of fiscal 2011 increased $10.3 million or 9.9% to $114.2 million from $103.9 million in the first six months of fiscal 2010. The increases in costs were primarily due to the Gomez acquisition which increased compensation and employee benefit costs by $5.3 million and $10.0 million, respectively, and intangible asset amortization by $870,000 and $1.7 million, respectively. The increases in costs were partially offset by lower employee costs due to restructuring actions taken during 2010 which affected both the second quarter and first six months of 2011 and headcount reductions from the Quality Divestiture in 2010 which reduced employee costs during the first six months of 2011.

As a percentage of product revenue, sales and marketing costs were 33.7% and 31.8% in the second quarter of 2011 and 2010, respectively, and 35.9% and 33.4% in the first six months of 2011 and 2010, respectively. The increases in the percentage were primarily due to declines in our mainframe license and maintenance fees during the second quarter and first six months of 2011.

Gain on divestiture of product lines relates to our Quality Divestiture in May 2009 that resulted in a gain of $52.4 million recorded during the first quarter of 2010.

PROFESSIONAL SERVICES SEGMENT

Financial information for the professional services segment was as follows (in thousands):

	Three Months Ended				Six Months Ended
	September 30, *				September 30, *
	2010		2009		2010		2009
Revenue	$	46,087	$	48,532	$	91,244	$	101,577
Expenses		40,333		42,878		80,569		92,993
Professional services segment contribution	$	5,754	$	5,654	$	10,675	$	8,584

* The professional services segment and the application services segment are combined and reported as professional services in the condensed consolidated statement of operations included within this report.

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Professional services segment revenue by geographic location is presented in the table below (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
United States	$	38,141	$	40,709	$	76,530	$	85,458
Europe and Africa		4,906		5,008		9,002		11,202
Other international operations		3,040		2,815		5,712		4,917
Total professional services segment revenue	$	46,087	$	48,532	$	91,244	$	101,577

During the second quarter of 2011, the professional services segment generated a contribution margin of 12.5%, compared to 11.7% during the second quarter of 2010 and 11.7% and 8.5% during the first six months of 2011 and 2010, respectively. The increase in contribution margin was primarily due to our initiatives to exit low-margin engagements and the restructuring actions taken during 2010 (see Note 10 of the condensed consolidated financial statements for further information).

Professional Services Segment Revenue

Professional services segment revenue decreased $2.4 million or 5.0%, which included a negative impact from foreign currency fluctuations of $282,000 during the second quarter of 2011 to $46.1 million compared to $48.5 million in the second quarter of 2010 and decreased $10.4 million or 10.2%, which included a negative impact from foreign currency fluctuations of $130,000, during the first six months of 2011 to $91.2 million from $101.6 million during the first six months of 2010. The decrease in revenue was primarily a result of the actions taken during 2010 and 2011 to exit low-margin engagements, and to a lesser extent, reductions in customer spending.

Professional Services Segment Expenses

Professional services segment expenses consist primarily of personnel-related costs of providing services, including billable staff, subcontractors and sales personnel. Professional services segment expenses decreased $2.6 million or 5.9% during the second quarter of 2011 to $40.3 million from $42.9 million in the second quarter of 2010 and decreased $12.4 million or 13.4% during the first six months of 2011 to $80.6 million from $93.0 million during the first six months of 2010. The decreases in expenses were primarily attributable to lower employee costs due to reductions in project staffing levels and reductions in subcontractor costs as management aligns project costs with project demand (see “Professional Services Segment Revenue”).

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APPLICATION SERVICES SEGMENT

Financial information for the application services segment was as follows (in thousands):

	Three Months Ended				Six Months Ended
	September 30, *				September 30, *
	2010		2009		2010		2009
Revenue	$	12,162	$	9,553	$	23,401	$	19,223
Expenses		10,963		8,892		21,440		17,678
Application services segment contribution	$	1,199	$	661	$	1,961	$	1,545

* The professional services segment and the application services segment are combined and reported as professional services in the condensed consolidated statement of operations included within this report.

Application services segment revenue by geographic location is presented in the table below (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
United States	$	10,468	$	8,173	$	20,284	$	16,516
Europe and Africa		876		731		1,554		1,488
Other international operations		818		649		1,563		1,219
Total application services segment revenue	$	12,162	$	9,553	$	23,401	$	19,223

The application services segment generated a contribution margin of 9.9% for the second quarter 2011 compared to 6.9% during the second quarter of 2010, and a contribution margin of 8.4% for the six months of 2011 compared to 8.0% during the first six months of 2010. The increases in contribution margin were primarily due to economies of scale from our revenue growth as described below.

During the second quarter of 2011, we acquired DocSite, a provider of web-based solutions that allow physicians and healthcare organizations to accurately and timely manage, analyze and report healthcare performance and quality. Demand for such solutions has increased as U.S. government agencies provide financial incentives for physicians and healthcare organizations to use information technology when reporting health and quality of care information. DocSite offerings combined with Covisint’s secure software-as-a-service model will allow us to offer our customers solutions for exchanging and analyzing clinical and patient information in a secure environment across the healthcare delivery system that meet U.S. healthcare technology standards.

Application Services Segment Revenue

Application services segment revenue increased $2.6 million or 27.3% during the second quarter of 2011 to $12.2 million from $9.6 million in the second quarter of 2010 and increased $4.2 million or 21.7% for the first six months of 2011 to $23.4 million from $19.2 million in the first six months of 2010. The increase in revenue is a result of growth from automotive customers as the industry has stabilized from the recent economic downturn and continued expansion into the healthcare industry. We anticipate demand in the healthcare industry will continue to grow as hospitals, physicians and the United States government move towards establishing electronic patient health and medical records which will require secure computerized databases and environments for storing and sharing of information. Our application services are designed to meet this demand and will be a factor in the future growth of the application services segment.

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COMPUWARE CORPORATION AND SUBSIDIARIES

Our application services segment generated 64% and 65%, respectively, of its revenue from the automotive industry during the first six months of 2011 and 2010, respectively.

Application Services Segment Expenses

Application services segment expenses consist primarily of personnel-related costs of providing services, including technical staff, subcontractors and sales personnel. Application services segment expenses increased $2.1 million or 23.3% during the second quarter of 2011 to $11.0 million from $8.9 million in the second quarter of 2010 and increased $3.7 million or 21.3% during the first six months of 2011 to $21.4 million from $17.7 million during the first six months of 2010. The increases in expenses were primarily due to an increase in employee costs as employee staffing levels have increased to manage the growth of the business.

CORPORATE AND OTHER EXPENSES

Administrative and general expenses consist primarily of costs associated with the corporate executive, finance, human resources, administrative, legal, communications and investor relations departments. In addition, administrative and general expenses include all facility-related costs, such as rent, building depreciation, maintenance and utilities, associated with our worldwide offices. Administrative and general expenses were relatively unchanged during the second quarter of 2011 and 2010 at $38.8 million and decreased $2.7 million or 3.4% during the first six months of 2011 to $76.2 million from $78.9 million in the first six months of 2010.

The decrease in expense for the first six months of 2011 compared to 2010 was due to the following: (1) a $2.0 million increase in rental income as we entered into a five year agreement to lease approximately 249,000 square feet of our Detroit, Michigan headquarters effective April 2010; (2) a reduction of $1.1 million in facility costs resulting from office consolidations in 2010; (3) a net gain of $647,000 realized from foreign currency and hedging transactions. The decrease in expense was partially offset by a $695,000 decline in income related to administrative fees charged to Micro Focus in association with the Quality Divestiture.

Other income, net (“other income”) consists primarily of interest income realized from our cash and cash equivalents, interest earned on certain license fee transactions that are financed and income generated from our investments in partially owned companies. Other income decreased $471,000 or 35.3% during the second quarter of 2011 to $862,000 from $1.3 million in the second quarter of 2010 and decreased $1.1 million or 37.3% during the first six months of 2011 to $1.7 million from $2.8 million during the first six months of 2010. The decreases in income were due to declines in interest income primarily resulting from cash and cash equivalent balances that were lower during the second quarter and first six months of 2011 as compared to the same periods from the prior year.

Income taxes are accounted for using the asset and liability approach. Deferred income taxes are provided for the differences between the tax bases of assets or liabilities and their reported amounts in the financial statements and net operating loss and credit carryforwards.

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COMPUWARE CORPORATION AND SUBSIDIARIES

The income tax provision was $15.7 million in the second quarter of 2011 compared to an income tax provision of $14.8 million in the second quarter of 2010 representing an effective tax rate of 37.7% and 34.6%, respectively. The income tax provision was $26.3 million for the first six months of 2011 compared to $42.8 million for the first six months of 2010, representing an effective tax rate of 40.5% and 35.1%, respectively.

The changes in the effective tax rate for the second quarter and first six months of 2011 were primarily due to valuation allowance adjustments, with a $2.2 million increase to the Brownfield deferred tax asset (“DTA”) valuation allowance having the largest impact. During the first quarter of 2011, the State of Michigan published guidance clarifying the sourcing of services revenues which impacts future taxable income under the Michigan Business Tax. As a result, the Company assessed the ability to utilize these credits prior to expiration and recorded the additional valuation allowance to reduce the carrying value of the Brownfield DTA to the more likely than not realizable value.

RESTRUCTURING COSTS AND ACCRUAL

There were no restructuring actions taken during the first six months of 2011. See Note 10 to the condensed consolidated financial statements for payment activity related to our restructuring accrual.

At this time, there are no initiatives that require us to incur restructuring charges; however unanticipated future conditions or events may require us to reassess the need for new restructuring initiatives.

MANAGEMENT'S DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Assumptions and estimates were based on the facts and circumstances known at September 30, 2010. However, future events rarely develop exactly as forecast, and the best estimates routinely require adjustment. The accounting policies discussed in Item 7 of our annual report on Form 10-K for the year ended March 31, 2010 are considered by management to be the most important to an understanding of the financial statements, because their application places the most significant demands on management's judgment and estimates about the effect of matters that are inherently uncertain. These policies are also discussed in Note 1 of the consolidated financial statements included in Item 8 of that report. There have been no material changes to that information since the end of fiscal 2010.

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LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2010, cash and cash equivalents totaled $77.3 million, compared to $149.9 million at March 31, 2010.

Net cash provided by operating activities:

Net cash provided by operating activities during the first six months of 2011 was $13.4 million, a decrease of $56.6 million from the first six months of 2010. The decrease was primarily due to a reduction in customer cash collections of $51 million as our strategy to exit low margin professional services engagements has reduced our revenues during 2010 and 2011, and timing of billings from multi-year product arrangements resulted in lower cash collections during the first six months of 2011 compared to the prior year. The decrease in cash was further impacted by an increase in employee bonus payments of approximately $20 million during the first quarter of 2011. The decrease was partially offset by a $12 million decline in income taxes paid to taxing authorities, an increase in rental income receipts and reductions in building rent payments during the first six months of 2011.

Cash collections related to our operating activities for 2011 is expected to be consistent with prior year trends of increasing during the third and fourth quarters of a fiscal year as compared to the first and second quarters primarily due to the billing cycles of our mainframe license and maintenance arrangements.

The condensed consolidated statements of cash flows compute net cash from operating activities using the indirect cash flow method. Therefore non-cash adjustments and net changes in assets and liabilities (net of effects from the acquisition, divestiture and currency fluctuations) are adjusted from net income to derive net cash from operating activities.

Changes in accounts receivable and deferred revenue have typically had the largest impact on the reconciliation of net income to compute cash flows from operating activities as we allow for deferred payment terms on multi-year products contracts. The decrease in the net change of accounts receivable was $41.3 million and primarily relates to a declining accounts receivable balance resulting from the reduction in revenue during 2010 and 2011 and the timing of billings from multi-year product arrangements during the first six months of 2011 compared to the same period of 2010 (see description above). The decrease in the net change of deferred revenue was $16.5 million and primarily relates to the decline in mainframe license and maintenance contracts.

The other significant changes in our reconciliation of net income to derive net cash from operating activities during the first six months of 2011 as compared to the same period of 2010 were as follows: (1) the adjustment to net income of $52.4 million resulting from the gain on divestiture of our Quality and DevPartner product lines during the first quarter of 2010 (the proceeds from the sale were recorded to investing activities) and (2) the change in accounts payable and accrued expense balances decreasing cash flow from operating activities by $12.2 million was primarily a result of the increase in employee bonus payments during the first quarter of 2011 that were accrued for at March 31, 2010.

We believe our existing cash resources and cash flow from operations will be sufficient to meet operating cash needs for the foreseeable future.

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COMPUWARE CORPORATION AND SUBSIDIARIES

Net cash used in investing activities:

Net cash used in investing activities during the first six months of 2011 was $33.1 million resulting in an $88.6 million reduction to cash as $55.5 million was provided by investing activities during the first six months of 2010.

The primary reason for the change was due to the net cash of $65.0 million provided from the Quality Divestiture during the first quarter of 2010 and the net cash of $15.7 million used for the purchase of DocSite during the second quarter of 2011.

During the first six months of 2011 and 2010, capital expenditures for property and equipment and capitalized research and software development totaled $17.4 million and $9.5 million, respectively, with the increase primarily due to increases in capitalized research and development costs related to our software products and web performance services network. Capital expenditures were funded with cash flows from operations.

We will continue to evaluate business acquisition opportunities that fit our strategic plans.

Net cash used in financing activities:

Net cash used in financing activities during the first six months of 2011 was $54.5 million, a decrease of $28.5 million from the first six months of 2010.

We repurchased $59.0 million of our common stock during the first six months of 2011, a decline of $26.8 million from the first six months of 2010.

Since May 2003, the Board of Directors has authorized the Company to repurchase a total of $1.7 billion of our common stock under a discretionary stock repurchase plan (“Discretionary Plan”). Purchases of common stock under the Discretionary Plan may occur on the open market, or through negotiated or block transactions based upon market and business conditions, subject to applicable legal limitations.

During the first six months of 2011, we repurchased under the Discretionary Plan approximately 7.4 million shares of our common stock at an average price of $7.88 per share for a total cost of $58.7 million. As of September 30, 2010, approximately $345 million remains authorized for future purchases under the Discretionary Plan.

We intend to continue repurchasing shares under the Discretionary Plan, funded primarily through our operating cash flow and, if needed, funds from our credit facility. Our long-term goal is to reduce our outstanding common share count to approximately 200 million shares, though we may adjust our goals based on our cash position and market conditions. We reserve the right to change the timing and volume of our repurchases at any time without notice. The maximum amount of repurchase activity under the Discretionary Plan, excluding block purchases and negotiated transactions, continues to be limited on a daily basis to 25% of the average daily trading volume of our common stock during the previous four week period. In addition, no purchases are made during our self-imposed trading black-out periods in which the Company and our insiders are prohibited from trading in our common shares. Our standard quarterly black-out period commences 10 business days prior to the end of each quarter and terminates one full market day following the public release of our operating results for the period.

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COMPUWARE CORPORATION AND SUBSIDIARIES

The Company has a credit facility with Comerica Bank and other lenders to provide leverage for the Company if needed. The credit facility provides for a revolving line of credit in the amount of $150 million and expires on November 1, 2012. The credit facility also permits us to increase the facility by an additional $150 million, subject to receiving further commitments from lenders and certain other conditions. The credit facility also limits borrowing outside of the facility to $250 million.

We had no borrowings under the credit facility as of September 30, 2010. See Note 11 of the condensed consolidated financial statements included in this report for further discussion of the credit facility.

Recently Issued Accounting Pronouncements

See Note 1 of the condensed consolidated financial statements included in this report for recently issued accounting pronouncements that may affect the Company.

CONTRACTUAL OBLIGATIONS

Our contractual obligations are described in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our annual report on Form 10-K for the year ended March 31, 2010. Except as described elsewhere in this report on Form 10-Q, there have been no material changes to those obligations or arrangements outside of the ordinary course of business since the end of fiscal 2010.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are exposed primarily to market risks associated with movements in interest rates and foreign currency exchange rates. There have been no material changes to our foreign exchange risk management strategy or our investment standards subsequent to March 31, 2010, therefore the market risks remain substantially unchanged since we filed the annual report on Form 10-K for the fiscal year ending March 31, 2010.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure material information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been detected.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective, at the reasonable assurance level, to cause information required to be disclosed in the reports that we file or submit under the Exchange Act to be recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required financial disclosure.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the fiscal quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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COMPUWARE CORPORATION AND SUBSIDIARIES

PART II.  OTHER INFORMATION

Item 1A.  Risk Factors

There have been no material changes to the Risk Factors as previously disclosed in our Form 10-K for the fiscal year ended March 31, 2010.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the repurchases of common stock for the quarter ended September 30, 2010:

Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans		Approximate dollar value of shares that may yet be purchased under the plan or program (1)
For the month ended July 31, 2010		650,000	$	8.14		650,000	$	382,772,000
For the month ended August 31, 2010		2,667,200		7.61		2,667,200		362,464,000
For the month ended September 30, 2010		2,163,600		7.97		2,163,600		345,211,000
Total		5,480,800	$	7.82		5,480,800

(1) Our purchases of common stock may occur on the open market or in negotiated or block transactions based upon market and business conditions. Unless terminated earlier by resolution of our Board of Directors, the discretionary share repurchase plan will expire when we have repurchased all shares authorized for repurchase thereunder. The maximum amount of repurchase activity under the discretionary program continues to be limited on a daily basis to 25% of the average trading volume of our common stock for the previous four week period. In addition, no purchases are made during our self-imposed trading black-out periods in which the Company and our insiders are prohibited from trading in our common shares.

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COMPUWARE CORPORATION AND SUBSIDIARIES

PART II.  OTHER INFORMATION

Item 6.  Exhibits

Exhibit

Number Description of Document

2.8 Asset Purchase Agreement between Compuware Corporation and DocSite LLC, dated as of September 17, 2010 (Company’s Form 8-K filed on September 22, 2010).

15 Independent Registered Public Accounting Firm’s Awareness Letter

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.

32 Certification pursuant to 18 U.S.C. Section 1350 and Rule 13a-4(b) of the Securities Exchange Act.

101.INS XBRL Instance Document*

101.SCH XBRL Taxonomy Extension Schema Document*

101.DEF XBRL Taxonomy Extension Definition Linkbase Document*

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*

101.LAB XBRL Taxonomy Extension Label Linkbase Document*

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*

 * XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		COMPUWARE CORPORATION
Date:	November 4, 2010		By:  /s/ Peter Karmanos, Jr.
			Peter Karmanos, Jr.
			Chief Executive Officer
			(duly authorized officer)
Date:	November 4, 2010		By: /s/ Laura L. Fournier
			Laura L. Fournier
			Executive Vice President,
			Chief Financial Officer and
			Treasurer
			(principal financial officer)

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